HCA Holdings, Inc. (NYSE:HCA)
2013 Annual Meeting of Stockholders
April 24, 2013 3:00 pm ET
John M. Franck - Vice President of Legal and Corporate Secretary
Richard M. Bracken - Chairman and Chief Executive Officer
John M. Franck
Good afternoon. Good afternoon, and welcome. I am John Franck. I'll be serving as Secretary of HCA's 2013 Annual Meeting of Stockholders. For stockholders who are not attending in person, today's meeting is also being broadcast and recorded via webcast.
Hopefully, everyone received an agenda on their way in. But for those who did not and for those listening by webcast, please let me take a moment to review it. Mr. Richard Bracken, HCA's Chairman and Chief Executive Officer, will call the formal meeting to order and introduce our director nominees. Then, we'll move on to the proposals described in detail in the proxy statement, which are the election of 13 directors; the ratification of the appointment of Ernst & Young as HCA's independent registered public accounting firm; and an advisory vote on executive compensation, referred to as a say-on-pay vote.
After discussion of each of these items, you'll have the opportunity to vote, if you have not already done so. Following the voting, we will announce the results, adjourn the meeting. At that time, we'll take questions from any stockholders.
The procedure for stockholders to make comments or raise questions is set forth in your program agenda. If you have a question or comment that relates to a proposal being presented, please signal one of the attendants. Please wait for the chairman to acknowledge you, and then give your name and state whether you are stockholder or hold a proxy for a stockholder. In an effort to provide all our stockholders an opportunity to be heard today, we ask that comments be limited to 2 minutes. If you have questions or comments that do not relate to today's proposals, we would ask that you hold those until the question-and-answer session near the end of today's meeting.
Now it's my pleasure to introduce Mr. Richard Bracken, our Chairman and Chief Executive Officer.
Richard M. Bracken
Thank you, John. It's my pleasure to welcome you all to HCA, to our 2013 Annual Meeting of Stockholders and to call the meeting to order.
I'd first like to introduce a few people. In addition to John, who you just met, on the stage with me is Milton Johnson, our President and Chief Financial Officer. Milton is also a member of our board and is standing for election today, as am I. Let me introduce our other director nominees. And as I call your name, if you could just stand up for a moment.
John Connaughton. Mr. Connaughton is a Managing Director of Bain Capital Partners. Kenneth Freeman. Mr. Freeman is a Senior Adviser of Kohlberg Kravis & Roberts and is also Dean of Boston University's School Of Management. Thomas Frist III, Mr. Frist is a principal of Frist Capital and a general partner of Frisco Partners. William Frist. Mr. Frist is a principal of First Capital and a general partner Frisco Partners. Christopher Gordon. Mr. Gordon is a Managing Director of Bain Capital Partners. Jay Light. Mr.Light is the Dean Emeritus of Harvard Business School. Jeff Myers is not with us today but Mr. Myers who is the past -- retired Chief Financial Officer and Executive Vice President and Treasurer for Manor Care, Inc. Michael Michelson. Mr. Michelson is a member of KKR Management. James Momtazee. Mr. Momtazee is a member of KKR Management. Stephen Pagliuca. Mr. Pagliuca is a Managing Director of Bain Capital Partners. Wayne Riley. Dr. Riley is President and Chief Executive Officer of Meharry Medical College.
So please join me in expressing our appreciation to all of our directors for their exceptional commitment and outstanding service to HCA. Also in the audience, we have any -- a number of our executive staff, including Samuel Hazen, President of Operations. We are being assisted with the tabulation of proxies and ballots by a representative of Broadridge Financial Solutions.
And now John, please give us your report.
John M. Franck
Thank you, Richard. The company has appointed Peter Shevlin [ph] of Broadridge Financial Solutions to serve as Inspector of Election of this annual meeting. He has been duly sworn and has taken and signed an oath to faithfully execute his duties with strict impartiality and to the best of his ability.
The inspector has presented his preliminary report to me, indicating the presence of a quorum. I have a certified list of stockholders of record as of the close of business on March 1, 2013 which is the record date for this meeting. The list has been available for inspection and will remain available during this meeting for inspection by stockholders.
On or about March 14, notice of this meeting was mailed to each stockholder of record as of the record date. I have an affidavit certifying that proper notice was given to each of these stockholders. The affidavits will be filed with the minutes of this meeting. At the close of business on the record date, there were approximately 445 million voting shares issued and outstanding. As of noon today, approximately 401 million shares were present in person or by proxy. This represents approximately 90% of the company's outstanding voting stock.
Richard M. Bracken
All right. Thank you, John. I declare a quorum present, and we'll now take up the business of the meeting. The matters to be acted upon today will be considered in the order set out in the proxy statement, and the polls are open for these proposals.
The report of the Inspector of Elections with respect to the votes cast will be given at the conclusion of the vote on all items. There may be stockholders present who have not already voted by proxy or who wish to change their previous proxy vote. If there is anyone in either of these categories, please raise your hand and we will provide you with a ballot. And if perhaps, you do have a ballot from another source, those receiving a ballot are asked to print their name and the number of shares of stock being voted at the places indicated at the bottom of the ballot.
The first order of business is in the election of the 13 directors to hold office until the annual meeting of stockholders in 2014 and until their successors are duly elected and qualified. I have already introduced the nominees and additional information about them is available in the proxy statement. The Board of Directors recommends that you vote for each of the director nominees.
Is there any discussion regarding the director nominees? The company has not received timely notice of any other nominations by a stockholder as required under amended and restated certificate of incorporation, and therefore, I declare the nominations closed.
If anyone is voting in person, please mark your ballot now on Proposal 1. After voting has been completed in all matters on the agenda, any ballots will be collected and counted.
Let's proceed with the second item of business on the agenda, the ratification of Ernst & Young as the company's independent registered public accounting firm. The Audit and Compliance Committee and the Board of Directors recommend that you vote for the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the year ending December 31, 2013.
Is there any discussion regarding the independent registered public accounting firm? There being no comment on the proposal, the discussion is closed. Once again, if anyone has a ballot, please vote on Proposal #2.
The third item of business on the agenda is the say-on-pay vote, which is an advisory, nonbinding vote on the compensation of the company's named executive officers as described in the company's proxy statement. The board recommends a vote for the proposal.
Is there any discussion regarding the say-on-pay vote? There being no comment on the proposal, the discussion is closed. If anyone has a ballot, please vote on Proposal #3.
This concludes the voting on the proposals set forth in the proxy statement. For those stockholders who have completed their ballots, we will collect them. Seeing that all stockholders who wish to do so have had a chance to vote, I now declare the polls to be officially closed for all matters. And please bear with me from moment while I await the final report from the Inspector of Election.
The Inspector of Election has presented his report to me, which is as follows. The 13 nominees named in the proxy statement have been elected as directors until the 2014 annual meeting or until their successors are duly elected and qualified. The appointment of Ernst & Young as HCA's independent registered public accounting firm has been ratified, and the advisory vote to approve our executive compensation has been approved. The final report of the inspector will be filed with the minutes of this meeting.
This concludes today's meeting, and the meeting is adjourned. We are now happy to take any questions that might be out there.
Richard M. Bracken
Thank you again for attending. If you are a stockholder, please remember that Vic Campbell and Mark Kimbrough in our Investor Relations department are always available to answer stockholders' questions. Thanks again for all of you who participated in our meeting today and your continued interest in HCA. Thank you.
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